UNITED EMERGING MARKETS PORTFOLIOS United Emerging Markets Bond Fund United Emerging Markets Local Currency Bond Fund

Transcription

1 UNITED EMERGING MARKETS PORTFOLIOS United Emerging Markets Bond Fund United Emerging Markets Local Currency Bond Fund Prospectus Mar 18

2 This is a replacement prospectus lodged with the Monetary Authority of Singapore (the Authority ) on 13 November 2018 pursuant to Section 298 of the Securities and Futures Act (Chapter 289 of Singapore) and it replaces the prospectus registered with the Authority on 6 March 2018, as amended by a first supplementary prospectus dated 25 April 2018.

3 DIRECTORY Managers UOB Asset Management Ltd (Company Registration No.: Z) Registered office: 80 Raffles Place UOB Plaza Singapore Directors of the Managers Lee Wai Fai Eric Tham Kah Jin Peh Kian Heng Thio Boon Kiat Operating office: 80 Raffles Place 3rd Storey UOB Plaza 2 Singapore Trustee State Street Trust (SG) Limited (Company Registration No W) 168 Robinson Road #33-01 Capital Tower Singapore Custodian / Administrator / Registrar State Street Bank and Trust Company, acting through its Singapore Branch 168 Robinson Road #33-01 Capital Tower Singapore Auditors PricewaterhouseCoopers LLP 8 Cross Street #17-00 PWC Building Singapore Solicitors to the Managers Tan Peng Chin LLC 30 Raffles Place #11-00 Chevron House Singapore Solicitors to the Trustee Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore i

4 DEFINITIONS Unless the context otherwise requires, terms defined in the Deed have the same meaning when used in this Prospectus and the following expressions have the following meanings, subject to the definitions in the Deed. Accumulation Class ATMs Authorised Investments Authority Business Day Class Class currency Code custodian Dealing Day Dealing Deadline Deed Deposited Property Distribution Class EM Bond Fund EM LCY Bond Fund A Class of a Sub-Fund which does not declare or pay distributions but accumulates investment gains and income in its NAV. Automated teller machines. See paragraph 5.5 of this Prospectus. Monetary Authority of Singapore. A day (other than a Saturday, Sunday or a gazetted public holiday) on which commercial banks are open for business in Singapore or any other day as the Managers and the Trustee may agree in writing. Any class of Units in a Sub-Fund which may be designated as a class distinct from another class in the same Sub-Fund as may be determined by the Managers from time to time. The currency of denomination of the relevant Class. Code on Collective Investment Schemes issued by the Authority, as amended from time to time. The latest version is available at Includes any person or persons for the time being appointed as a custodian of the Sub- Funds or any of their assets. In connection with the issuance, cancellation, valuation and realisation of Units of a Sub-Fund, generally every Business Day. The Managers may change the Dealing Day after consulting the Trustee, provided that the Managers give reasonable notice of such change to all Holders on terms approved by the Trustee. If on any day which would otherwise be a Dealing Day, the Recognised Stock Exchange or the OTC Market on which investments of a particular Sub-Fund having in aggregate values amounting to at least 50% of the value of the assets of that Sub- Fund (as at the relevant Valuation Point) are quoted, listed, or dealt in is not open for normal trading, the Managers may determine that that day shall not be a Dealing Day. The deadline set out in paragraphs 8.3 and 10.1 or such other time as the Managers may determine subject to the provisions of the Deed. See paragraph 1.4(a) of this Prospectus. All the assets, including cash, for the time being held or deemed to be held upon the trusts of the Deed (or if the context so requires, the part thereof attributable to the Sub-Fund), excluding any amount for the time being standing to the credit of the distribution accounts (or as the case may be, the distribution account of the Sub-Fund) referred to in Clause 19(D) of the Deed. A Class of a Sub-Fund which declares and pays distributions in accordance with the applicable distribution policies of the Sub-Fund. United Emerging Markets Bond Fund. United Emerging Markets Local Currency Bond Fund. ii

5 Emerging Market FATCA FDIs or derivatives Fund Gross Investment Amount Gross Realisation Proceeds Group Fund GST Hedged Class Holder IGA Managers NAV Net Investment Amount Net Realisation Proceeds Register RSP SFA Singapore dollars / SGD / S$ SRS Sub-Fund currency Sub-Funds Trustee U.S. Any country: (i) considered middle income or low income (or sub-categories or gradations thereof) by the World Bank; (ii) classified as an emerging market and/or developing economy by the International Monetary Fund; (iii) included in any emerging or emerging market index constructed by any major index provider (including, without limitation, MSCI, JP Morgan, S&P Dow Jones and FTSE); or (iv) reasonably considered to be an emerging market by the Managers from time to time. The U.S. Foreign Account Tax Compliance Act, as amended from time to time. Financial derivative instruments. United Emerging Markets Portfolios. The amount paid by an investor for the purpose of investing in Units, before deduction of the applicable subscription fee. The amount payable to a Holder upon the realisation of its Units, before deduction of the applicable realisation charge. A collective investment scheme the managers of which are the Managers or a company under their control or under common control with them or at least 50% of the share capital of which is held by a company which is a shareholder of the Managers and which shall approve the terms of any switch which may be made under the provisions of the Deed. Goods and services tax. A Class of a Sub-Fund to which the currency hedging strategy as described under the heading Hedged Classes in paragraph 7.2(v) is applied. A unitholder of the relevant Sub-Fund. Intergovernmental agreement. UOB Asset Management Ltd or any other person for the time being duly appointed as managers of the Fund. References to we, us or our shall be construed accordingly to mean UOB Asset Management Ltd. Net asset value. The amount paid by an investor for the purpose of investing in Units, after deduction of the applicable subscription fee. The amount payable to a Holder upon the realisation of its Units, after deduction of the applicable realisation charge. The register of Holders of the relevant Sub-Fund. Regular savings plan. Securities and Futures Act, Chapter 289 of Singapore, as amended from time to time. The lawful currency of Singapore. Supplementary Retirement Scheme. The currency of denomination of the relevant Sub-Fund. The sub-funds of the Fund and Sub-Fund shall mean any one of them. State Street Trust (SG) Limited or any other person for the time being duly appointed as trustee of the Fund. United States of America. iii

6 United States dollars / USD / US$ The lawful currency of the U.S.. Units Valuation Point Units of the relevant Sub-Fund, the relevant Class, all relevant Sub-Funds or all relevant Classes within a Sub-Fund (as the case may be). The close of business of the last relevant market in relation to the relevant Dealing Day on which the NAV of a Sub-Fund or Class (as the case may be) is to be determined or such other time as the Managers may with the approval of the Trustee determine and the Managers shall notify the affected Holders of such change if required by the Trustee. iv

7 IMPORTANT INFORMATION The collective investment schemes offered in this Prospectus are constituted in Singapore and are authorised schemes under the SFA. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the SFA or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the Sub-Funds. We have taken all reasonable care to ensure that the information in this Prospectus is, to the best of our knowledge and belief, accurate and does not omit anything which would make any statement in this Prospectus misleading. You should refer to the Deed in conjunction with this Prospectus. A copy of the Deed is available for inspection at our operating office during normal business hours (subject to such reasonable restrictions as we may impose). If you are in any doubt about the contents of this Prospectus or the Deed, you should seek independent professional advice. Before investing, you should consider the usual risks of investing and participating in collective investment schemes, and the risks of investing in the relevant Sub-Fund which are set out in this Prospectus. Your investments can be volatile and there is no assurance that the Sub-Funds will be able to attain their objectives. The prices of Units as well as the income from them may go up as well as down to reflect changes in the value of the relevant Sub-Fund. You should only invest if you can sustain losses on your investment. You should satisfy yourself that investing in the relevant Sub-Fund is suitable based on your personal circumstances. This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and may only be used in connection with the offering of the Units as contemplated herein. You should seek independent professional advice to ascertain (a) the possible tax consequences, (b) the applicable legal requirements and (c) any foreign exchange restrictions or exchange control requirements, which you may encounter under the laws of the country of your citizenship, residence or domicile and which may be relevant to your subscription, holding or disposal of Units. We make no representation as to the tax status of the Fund or any Sub-Fund. You should keep yourself informed of, and observe, all such laws and regulations in any relevant jurisdiction that may be applicable to you. Units are offered on the basis of the information contained in this Prospectus and the documents referred to in this Prospectus. No person is authorised to give any information or make any representations concerning the Fund or the Sub- Funds other than as contained in this Prospectus. Any investment made on the basis of information or representations not contained in or inconsistent with the information or representations in this Prospectus will be solely at your risk. This Prospectus may be updated from time to time to reflect material changes and you should check if a more recent Prospectus or supplement is available. Certain minor updates to the information in this Prospectus may be announced on our website at uobam.com.sg or any other website designated by us from time to time. Units are not listed and you may only deal with Units through us or our authorised agents or distributors subject to the terms of the Deed. Units are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as defined in MAS Notice SFA 04- N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Applications may be made in other jurisdictions to enable Units to be marketed freely in those jurisdictions. Prohibition against U.S. investors Units are being offered and sold outside the United States to persons that are not: (i) (ii) U.S. Persons (as defined in Regulation S promulgated under the Securities Act of 1933 of the U.S., as amended (the U.S. Securities Act )) in reliance on Regulation S promulgated under the U.S. Securities Act; or United States persons (as defined in Section 7701(a)(30) of the U.S. Internal Revenue Code, as amended, and referred to herein as U.S. Taxpayers ). Currently, the term U.S. Taxpayer includes: a U.S. citizen or resident v

8 alien of the United States (as defined for U.S. federal income tax purposes); any entity treated as a partnership or corporation for U.S. tax purposes that is created or organized in, or under the laws of, the United States or any state thereof (including the District of Columbia); any other partnership that may be treated as a U.S. Taxpayer under future U.S. Treasury Department regulations; any estate, the income of which is subject to U.S. income taxation regardless of source; and any trust over whose administration a court within the United States has primary supervision and all substantial decisions of which are under the control of one or more U.S. fiduciaries. Persons who have lost their U.S. citizenship and who live outside the United States may nonetheless, in some circumstances, be treated as U.S. Taxpayers. Persons who are aliens as to the United States but who have spent 183 days or more in the United States in any of the last two years should check with their tax advisors as to whether they may be considered residents of the United States. Units are not and may not be offered, made available, sold to or for the account of any U.S. Persons or U.S. Taxpayers. You may be required to declare that you are not a U.S. Taxpayer and that you are neither acquiring Units on behalf of U.S. Taxpayers nor acquiring Units with the intent to sell or transfer them to U.S. Taxpayers. Foreign Account Tax Compliance Act and Common Reporting Standard ( CRS ) FATCA FATCA was enacted in 2010 by the United States Congress as part of the U.S. Hiring Incentives to Restore Employment (HIRE) Act to target non-compliance with tax laws by U.S. Taxpayers using overseas accounts. Under FATCA, financial institutions outside of the U.S. are required to regularly submit information on financial accounts held by U.S. Taxpayers to the U.S. tax authorities. Failure to comply with FATCA may, amongst other things, subject the relevant Sub-Fund to U.S. withholding tax on certain types of payments made to the Sub-Fund. Accordingly, it is intended that the Sub-Funds comply with FATCA. For the purpose of complying with FATCA, we, the Trustee, and/or other service providers of the relevant Sub-Fund may be required to report and disclose information on certain investors in the relevant Sub-Fund to the U.S. tax authorities and/or such Singapore authority as may be required under Singapore laws and regulations to be implemented as part of any IGA entered into between the U.S. and Singapore 1 in connection with FATCA and/or withhold certain payments to such investors. CRS CRS, endorsed by the Organisation for Economic Co-operation and Development (OECD) and the Global Forum for Transparency and Exchange of Information for Tax Purposes, is an internationally agreed standard for the automatic exchange of information on financial accounts between jurisdictions with the objective of detecting and deterring tax evasion through the use of offshore bank accounts. In Singapore, the Income Tax (International Tax Compliance Agreements) (Common Reporting Standard) Regulations 2016 require financial institutions such as us to conduct due diligence (including the collection, review and retention of financial account information) and report financial account information relating to specified persons from jurisdictions with which Singapore has a competent authority agreement ( CAA ) to the Inland Revenue Authority of Singapore (IRAS). Such information may subsequently be exchanged with Singapore s CAA partners. Singapore may enter into further IGAs, or the relevant authorities may enact further legislation or impose further requirements, which will form part of the CRS. * * * You are required to: (a) (b) provide such information, documents and assistance in connection with the above or any other tax or other information reporting regime as we and/or the Trustee may require from time to time; and notify us or any of our authorised agents or distributors in writing immediately if you are or become a U.S. Taxpayer, or are holding Units for the account of or benefit of a U.S. Taxpayer. 1 Pursuant to the IGA entered into between Singapore and the U.S. on 9 December 2014, Singapore-based financial institutions (such as us) will report information on financial accounts held by U.S. Taxpayers to the Inland Revenue Authority of Singapore (IRAS), which will in turn provide the information to the U.S. tax authorities. vi

9 You are also deemed to have consented to us, the Trustee and/or other service providers to the relevant Sub-Fund carrying out our/their obligations in reporting and disclosing information on you and your investments to the relevant authorities as described above or pursuant to any other tax or other information reporting regime. * * * We may compulsorily realise all or any of your Units in any of the circumstances set out under paragraph 20.2 of this Prospectus. You may direct your enquiries in relation to the Fund or the Sub-Funds to us or our authorised agents or distributors. vii

10 TABLE OF CONTENTS 1. FUND STRUCTURE THE MANAGERS, THEIR DIRECTORS AND KEY EXECUTIVES THE TRUSTEE, CUSTODIAN AND ADMINISTRATOR OTHER PARTIES INVESTMENT CONSIDERATIONS FEES AND CHARGES RISKS SUBSCRIPTION OF UNITS REGULAR SAVINGS PLAN REALISATION OF UNITS SWITCHING OF UNITS OBTAINING PRICES OF UNITS SUSPENSION OF DEALINGS PERFORMANCE OF THE SUB-FUNDS SOFT DOLLAR COMMISSIONS/ARRANGEMENTS CONFLICTS OF INTEREST REPORTS QUERIES AND COMPLAINTS OTHER MATERIAL INFORMATION PROVISIONS OF THE DEED viii

11 1. FUND STRUCTURE 1.1 Fund details UNITED EMERGING MARKETS PORTFOLIOS PROSPECTUS United Emerging Markets Portfolios is an umbrella unit trust under which we may establish sub-funds to be managed as separate and distinct trusts. This is a Prospectus for the following Sub-Funds of the Fund: (a) (b) United Emerging Markets Bond Fund; and United Emerging Markets Local Currency Bond Fund. Each Sub-Fund is an open-ended unit trust constituted in Singapore with no fixed maturity. Each Sub-Fund is denominated in SGD. 1.2 Date of registration and expiry of Prospectus This is a replacement prospectus lodged with the Authority on 13 November 2018 and replaces the previous prospectus for the Fund that was registered with the Authority on 6 March 2018, as amended by a first supplementary prospectus dated 25 April It is valid up to 5 March 2019 and will expire on 6 March Classes of Units Each Sub-Fund may consist of one or more Classes of Units. Different Classes may have different characteristics such as the Class currency, fee structure, minimum threshold amounts for subscription, holding and realisation, distribution policy, eligibility requirements, mode of investment and the availability of a RSP. A separate NAV per Unit (in the relevant Class currency), which may differ as a consequence of such variable factors, will be calculated for each Class. Save for such differences, Holders of each Class of a Sub-Fund have materially the same rights and obligations under the Deed. You should note that the assets of a Sub-Fund are pooled and invested as a single fund and are not segregated in respect of each Class. Note on naming convention: Classes designated A are available for subscription by all investors. Classes designated B are available for subscription by institutional clients and such other persons as we may from time to time determine in our sole discretion. Dist or Acc refers to whether the Class is a Distribution Class (which may make distributions) or Accumulation Class respectively. The currency stated in the name of a Class is its Class currency: e.g. the Class currency of Class USD Acc is USD. If the Class name contains (Hedged) then it is a Hedged Class. We may at any time establish new Classes within a Sub-Fund. We may re-designate the Units in any existing Sub- Fund or Class so long as there is no prejudice to the existing Holders of such Sub-Fund or Class as a whole. Subject to the foregoing, we may, with prior notification to the Trustee, launch or delay the launch of any Class at any time. The following Classes of Units have been established within the relevant Sub-Fund: EM Bond Fund Class A SGD Acc Class A SGD Acc (Hedged) Class A SGD Dist Class A SGD Dist (Hedged) Class B SGD Acc (Hedged) 1

12 EM LCY Bond Fund Class SGD Acc Class SGD Dist Class USD Acc Class USD Dist 1.4 Deed of trust and supplemental deeds (a) The Fund was constituted by way of a deed of trust dated 27 June 2001, which has since been amended by the following deeds: First Supplemental Deed 26 June 2002 First Amendment Deed 27 June 2003 Second Amendment Deed 15 December 2004 Third Amendment Deed 14 December 2005 Fourth Amendment Deed 17 October 2006 Fifth Amendment Deed 29 June 2007 Sixth Amendment Deed 12 October 2007 Seventh Amendment Deed 10 October 2008 Eighth Amendment Deed 29 May 2009 Ninth Amendment Deed 7 October 2009 Tenth Amendment Deed 29 September 2010 Supplemental Deed of Appointment and Retirement of Trustee 26 January 2011 Eleventh Amendment Deed 22 September 2011 Twelfth Amendment Deed 21 September 2012 Thirteenth Amendment Deed 3 April 2013 First Supplemental Deed 18 July 2013 Fourteenth Amendment Deed 1 April 2014 First Supplemental Deed 23 April 2015 Supplemental Deed of Appointment and Retirement of Trustee 24 February 2017 Second Supplemental Deed 3 April 2017 Third Supplemental Deed 6 March 2018 The deed of trust dated 27 June 2001, as amended, shall be referred to as the Deed. (b) (c) The Deed is binding on each Holder and all persons claiming through such Holder as if each of them had been a party to the Deed. You may inspect a copy of the Deed free of charge at our operating office during normal business hours, subject to such reasonable restrictions as we may impose. You may request for a copy at a charge not exceeding S$25 per copy or such other amount as we and the Trustee may from time to time agree. 1.5 Accounts and reports You may obtain copies of the latest semi-annual and annual reports, semi-annual and annual accounts, and the auditor s report on the annual accounts of each Sub-Fund, at our operating office during normal business hours (subject to such reasonable restrictions as we may impose). 2. THE MANAGERS, THEIR DIRECTORS AND KEY EXECUTIVES 2.1 The Managers The Managers are UOB Asset Management Ltd ( UOBAM ). UOBAM is a wholly-owned subsidiary of United Overseas Bank Limited ( UOB ). Established in 1986, UOBAM has been managing collective investment schemes and discretionary funds in Singapore for over 30 years. UOBAM is licensed and regulated by the Authority. UOBAM has an extensive presence in Asia with regional business and investment offices in Malaysia, Thailand, Brunei, Taiwan and Japan. UOBAM has two joint ventures: Ping An UOB Fund Management Company Ltd and UOB-SM Asset Management Pte. Ltd. In addition, it also has a 2

13 strategic alliance with UTI International (Singapore) Private Limited. Through its network of offices, UOBAM offers global investment management expertise to institutions, corporations and individuals, through customised portfolio management services and unit trusts. As at 31 December 2017, UOBAM manages 57 unit trusts in Singapore. UOBAM is one of the largest unit trust managers in Singapore in terms of assets under management. UOBAM s investments team conducts independent and rigorous fundamental research within a proven investment process and framework. In equities, UOBAM s team has acquired specialist skills in investment in global markets and major global sectors. It combines a disciplined research effort that aims to identify and invest in high performing businesses at the right price, with a systematic model portfolio construction process, to diversify sources of alpha to achieve more consistent performance over time. In fixed income, UOBAM s coverage spans a wide spectrum comprising G10 government bonds, developed market corporate bonds, Asia sovereigns and corporates, emerging market bonds and Singapore fixed income. In addition to independent research to uncover relative value opportunities, UOBAM adopts diversified investment strategies combined with active risk management to generate sustainable total return for its portfolios. Since 1996, UOBAM has won a total of 174 awards in Singapore. These awards recognise UOBAM s investment performance across different markets and sectors. As at 31 December 2017, UOBAM and its subsidiaries in the region have a staff strength of around 400 including about 43 investment professionals in Singapore. We may delegate certain or all of our duties. Currently, we have delegated certain administration and valuation functions and certain transfer agency functions, in respect of each Sub-Fund, to the administrator, whose details are set out in paragraph 3.3 below. We maintain professional indemnity insurance coverage which complies with the requirements under applicable laws, regulations and guidelines, or as directed by the Authority. See the Deed for details on our role and responsibilities as the managers of the Fund. Our past performance is not necessarily indicative of our future performance. 2.2 Directors and key executives of the Managers Lee Wai Fai, Director and Chairman Mr Lee joined UOB in 1989 and is presently Group Chief Financial Officer with UOB. Mr Lee has previously held senior positions in the UOB group, including being head of international branches and regional banking subsidiaries, Deputy Chief Executive Officer of UOB Radanasin Bank Public Company Limited, Head of Finance as well as Head of Policy and Planning of UOB. Mr Lee holds a Bachelor of Accountancy (Honours) degree from the National University of Singapore and a Master of Business Administration degree in Banking and Finance from the Nanyang Business School, Nanyang Technological University, and has more than 25 years of experience in the banking sector. Eric Tham Kah Jin, Director Mr Tham joined UOB in 2004 and heads Group Commercial Banking which oversees the medium enterprise business. He is responsible for driving UOB group s expansion in the medium enterprise business in Singapore as well as Malaysia, Thailand, Indonesia, China, Hong Kong, Myanmar, Taiwan and Vietnam. Mr Tham holds a Master of Business Administration degree in Accounting from Nanyang Technological University. He was conferred the title Distinguished Financial Industry Certified Practitioner by The Institute of Banking & Finance of Singapore in 2010 and recognised as a Fellow Chartered Accountant of Singapore by the Institute of Singapore Chartered Accountants (ISCA) in Mr Tham has more than 30 years of experience in the financial sector. 3

14 Peh Kian Heng, Director Mr Peh Kian Heng joined the UOB group in 2008 and is presently the Head of Corporate Investment Unit. Prior to joining UOB, he was an investment strategist at OCBC and spent the most part of his career with the Monetary Authority of Singapore, where his last appointment was Head of Financial Sector Surveillance. He graduated with MA (Distinction) from the University of Warwick and BSocSci (2nd Upper Honours) from the National University of Singapore. Thio Boon Kiat, Director and Chief Executive Officer Mr Thio is a Chartered Financial Analyst charter holder and graduated with a Bachelor of Business Administration (First Class Honours) degree from the National University of Singapore. In 2004, he attended the Investment Management Program at Harvard Business School. In 2006, he also attended the Mastering Alternative Investments programme at Insead University. Mr Thio has over 20 years of investment management experience. He joined UOBAM in 1994 from the Government of Singapore Investment Corporation (GIC), as a portfolio manager managing Singapore, and subsequently Asia Pacific and Global Equity portfolios. Over the years, he also headed the International Equities and Global Technology teams. In 2004, Mr Thio was appointed as Chief Investment Officer of UOBAM, a position he held until 2011 when he was promoted to his current appointment of Chief Executive Officer. Mr Thio was recognised as CEO of the Year in Asia for two consecutive years by Asia Asset Management in its Best of the Best Regional Awards 2015 and Best of the Best Regional Awards 2014 for his outstanding contributions to UOBAM. He was also conferred the IBF Fellow title by the Institute of Banking and Finance in Chong Jiun Yeh, Chief Investment Officer, Fixed Income & Structured Investments Mr Chong joined UOBAM in March He was formerly the Managing Director (Fund Management) and Co- Head of Portfolio Management for ST Asset Management Ltd. ( STAM ), a wholly owned subsidiary of Temasek Holdings. Prior to joining STAM, he was Head of Fixed Income and Currencies at OUB Asset Management Ltd, and has also spent part of his career with Newton Investment Management. Mr Chong has over 18 years of experience in managing equities, fixed income and structured finance portfolios, including emerging market sovereign and investment grade credits (cash and synthetic), G-7 bonds and currencies, as well as Asian equities. He has worked with rating agencies, insurers, investment partners and banks in structuring investment products and customizing solutions for investors. Mr Chong graduated with a Bachelor of Science (Estate Management), Second Class Upper Honours degree from the National University of Singapore. At UOBAM, he is the designated person responsible for the investment management of EM Bond Fund and EM LCY Bond Fund. 3. THE TRUSTEE, CUSTODIAN AND ADMINISTRATOR 3.1 The Trustee The Trustee of the Fund is State Street Trust (SG) Limited, a trust company approved by the Authority under Section 289(1) of the SFA to act as a trustee for collective investment schemes which are authorised under Section 286 of the SFA and constituted as unit trusts. The Trustee is regulated in Singapore by the Authority. See the Deed for details on the Trustee s role and responsibilities. 3.2 The custodian The Trustee has appointed State Street Bank and Trust Company ( SSBT ), a trust company organised under the laws of the Commonwealth of Massachusetts and, in respect of such appointment, acting through its Singapore Branch, as the global master custodian of each of the Sub-Funds. SSBT was founded in 1792 and is a wholly owned subsidiary of State Street Corporation. It is licensed and regulated by the Federal Reserve Bank of Boston. State Street Bank and Trust Company, Singapore Branch, holds a wholesale bank license issued by the Authority and is regulated by the Authority. 4

15 SSBT provides custodian services in over 100 markets by utilising its local market custody operations and through its network of sub-custodian banks. SSBT will appoint sub-custodians in those markets where the Fund invests where SSBT does not itself act as the local custodian. SSBT has processes for the initial selection, and ongoing monitoring of its sub-custodians, each of which is chosen based upon a range of factors including securities processing and local market expertise, and must satisfy specific operating requirements in terms of structure, communications, asset servicing and reporting capabilities. All sub-custodians appointed by SSBT must be licensed and regulated under applicable law to provide custodian and related asset administration services, and carry out relevant related or ancillary financial activities, in the relevant market jurisdiction. SSBT will typically seek to select local branches or affiliates of major global financial institutions that provide sub-custodian services in multiple markets, although unique market service requirements may result in the selection of an entity as subcustodian that is more local in scope. Other custodians may be appointed from time to time in respect of any of the Sub-Funds or any of their assets. See paragraph 20.3 below for further details of the custodial arrangement in respect of the Deposited Property. 3.3 The administrator The administrator of the Sub-Funds is State Street Bank and Trust Company, acting through its Singapore Branch, which has been appointed by the Managers to provide (i) certain administration and valuation services including accounting and net asset value calculation pursuant to an Administrative Services Agreement, and (ii) certain transfer agency services pursuant to a Transfer Agency and Services Agreement, to the Sub-Funds. 4. OTHER PARTIES 4.1 The registrar State Street Bank and Trust Company, acting through its Singapore Branch, has been appointed by the Trustee as registrar of the Fund and will be responsible for keeping each Register. Any Holder of a Sub-Fund may inspect its Register at 168 Robinson Road #33-01, Capital Tower, Singapore during normal business hours subject to such reasonable restrictions as the registrar may impose. Each Register is conclusive evidence of the number of Units in the relevant Sub-Fund or Class held by a Holder. The entries in each Register shall prevail over the details appearing on any statement of holding, unless the Holder proves to the Trustee s and our satisfaction that the relevant Register is incorrect. 4.2 The auditors The auditors of the accounts of the Fund are PricewaterhouseCoopers LLP. 5. INVESTMENT CONSIDERATIONS 5.1 Investment objective Sub-Fund EM Bond Fund EM LCY Bond Fund Investment objective To maximise returns, with high yield and capital appreciation over the longer term, by investing primarily in Emerging Markets debt investments and products. To achieve a total return consisting of income and capital appreciation over the longer term by investing primarily in a diversified portfolio of debt instruments which are issued by governments, quasi-government bodies, international and multi-national organisations, banks, financial institutions, corporations and/or other entities located, incorporated or having significant business operations or assets in Emerging Markets. The Sub-Fund s investments in these debt instruments will primarily be denominated in the local currency of an Emerging Market at the time of investment. 5

16 5.2 Investment focus and approach Sub-Fund EM Bond Fund and EM LCY Bond Fund Investment focus and approach Each Sub-Fund seeks to achieve its investment objective by investing primarily in debt securities (including non-investment grade securities) and debt obligations issued by governments, quasigovernment bodies, international and multi-national organisations, banks, financial institutions, corporations and/or other entities located, incorporated or having significant business operations or assets in the Emerging Markets. Such investments would include, without limitation, fixed and floating rate debt instruments, convertible debt instruments or instruments which are convertible or exchangeable into other securities, mortgage or asset-backed securities, and synthetic or structured products which are linked to or derive their values from other securities or are linked to other assets or currencies. Subject to the provisions of the Code, each Sub-Fund may also invest in or hold stressed, distressed and/or defaulted debt investments. Each Sub-Fund may also invest in other Authorised Investments (as defined in the prospectus of the Fund) to achieve its investment objective. Each Sub-Fund may also invest in FDIs to optimise returns. Such FDIs include futures, options, warrants, swaps (such as credit default swaps and total return swaps) and forward currency contracts. To enhance its risk/return profile, each Sub-Fund may, from time to time and at our discretion, invest (whether directly or through FDIs) in debt securities and debt obligations issued by governments, quasi-government bodies, international and multi-national organisations, banks, financial institutions, corporations and/or other entities located outside the Emerging Markets. Each Sub-Fund may also invest in investments other than debt securities and debt obligations including, equity and equity related securities, whether issued by entities in the Emerging Markets or otherwise. Such investments are not expected to form a significant part of the relevant Sub- Fund s portfolio. Where any debt instruments invested into by a Sub-Fund are converted or exchanged into other securities (including equity or equity related securities), the relevant Sub-Fund may hold such securities upon such conversion or exchange. In the case of EM Bond Fund, while it invests mainly in USD denominated securities, we may invest in securities which are denominated in any other currency. In the case of EM LCY Bond Fund, while its investments will primarily be denominated in the local currency of an Emerging Market at the time of investment, we may invest in securities which are denominated in USD or any other currency. Our investment philosophy is to achieve consistent performance through rigorous and independent fundamental research to uncover relative value opportunities. We adopt diversified strategies combined with active risk management with the aim to generate favorable long-term risk adjusted returns vis-à-vis the benchmark for fixed income portfolios. Our investment approach embodies two key principles: adding value through credit or security selection backed by its independent fundamental bottom-up research; and adopting a disciplined top-down strategy including adjustments to traditional variables such as duration, currency and sector. Each Sub-Fund may also hold part of its assets in liquid investments or cash for liquidity purposes. 6

17 5.3 Distribution policy Sub-Fund EM Bond Fund EM LCY Bond Fund Distribution policy Distributions (if any) will only be made in respect of the Distribution Classes of EM Bond Fund. We intend to make regular monthly distributions of 5% per annum (or such other percentage as we may from time to time determine) of the NAV per Unit of the relevant Distribution Class as at the last Business Day of every month or such other date as we may from time to time determine ( Distribution Date ), provided that no distributions will be made in the first 6 months (or such other period as we may determine) following the inception of the relevant Distribution Class. Distributions (if any) will only be made in respect of the Distribution Classes of EM LCY Bond Fund. We intend to make regular monthly distributions of 5% per annum (or such other percentage as we may from time to time determine) of the NAV per Unit of the relevant Distribution Class as at the Distribution Date, provided that no distributions will be made in the first 6 months (or such other period as we may determine) following the inception of the relevant Distribution Class. Distributions shall be based on the number of Units held or deemed to be held by each Holder as at the relevant Distribution Date as evidenced by the Register. Distributions will be made to Holders within 30 days from the relevant Distribution Date. You may choose, at the time of application for Units, to either receive distribution payouts or reinvest them into the relevant Sub-Fund or Class. Your choice will apply to all Units in the relevant Sub-Fund or Class held by you. You may change your decision by giving us not less than 30 days notice in writing prior to the date of any distribution. This option is subject to availability (and is currently not available for EM LCY Bond Fund) and you should contact our relevant authorised agent or distributor for more information. The making of distributions is at our absolute discretion and is not guaranteed. The making of any distribution does not mean that further distributions will be made. We reserve the right to vary the frequency and/or amount of distributions. Distributions from a Sub-Fund or Class may be made out of income and/or net capital gains, and if income or net capital gains are insufficient, (with the prior consent of the Trustee) out of capital. You should also note that the declaration and/or payment of distributions (whether out of capital or otherwise) may have the effect of lowering the NAV of the relevant Sub-Fund or Class. Moreover, distributions out of capital may amount to a return of part of your original investment and may result in reduced future returns. 5.4 Product suitability Sub-Fund EM Bond Fund EM LCY Bond Fund Product suitability EM Bond Fund is only suitable for investors who: (a) seek long term capital appreciation; (b) also seek regular income; and (c) are comfortable with the greater volatility and risks of a bond fund which invests primarily in the debt investments and products of Emerging Markets. EM LCY Bond Fund is only suitable for investors who: (a) seek long term capital appreciation; (b) also seek regular income; and (c) are comfortable with the greater volatility and risks of a bond fund which invests primarily in debt instruments in the Emerging Markets denominated primarily in the currencies of Emerging Markets. 5.5 Authorised Investments Subject to the Code, the authorised investments of each Sub-Fund ( Authorised Investments ) are as follows: (a) any Quoted Investment; 7

18 (b) (c) (d) any Unquoted Investment; any index futures, foreign exchange transactions and forward rate transactions (including but not limited to currency options) or other derivatives; and any other investments not covered by sub-paragraphs (a), (b) and (c) above selected by us and approved by the Trustee (such approval to be confirmed in writing). See the Deed for the full meaning of the terms Quoted Investment and Unquoted Investment. Each Sub-Fund intends to use or invest in FDIs. Further information is set out in paragraph Investment restrictions (a) (b) The investment guidelines and borrowing limits set out under Appendix 1 of the Code apply to the Sub- Funds. Currently, the Sub-Funds do not intend to carry out securities lending or repurchase transactions but may do so in the future in accordance with the provisions of the Code. Accordingly, the relevant Sub-Fund may at such time in the future become subject to the provisions on securities lending and repurchase transactions as set out in the Code. 5.7 Risk management procedures of the Managers relating to the use of FDIs (a) (b) (c) Each Sub-Fund may use or invest in FDIs for the purposes of hedging existing positions in a portfolio, efficient portfolio management, optimising returns of the relevant Sub-Fund, or a combination of two or more of these purposes. We will use the commitment approach to determine each Sub-Fund s global exposure to FDIs by converting its positions in the FDIs into equivalent positions in the FDIs underlying assets. Such exposure will be calculated in accordance with the provisions of the Code. We will ensure that the global exposure of each Sub-Fund to FDIs or embedded FDIs will not exceed 100% of the relevant Sub-Fund s NAV. Below is a description of risk management and compliance procedures and controls adopted by us: (i) (ii) (iii) (iv) We will implement various procedures and controls to manage the risk of each Sub-Fund s assets. Our decision to invest in any particular security or instrument on behalf of a Sub-Fund will be based on our judgment of the benefit of such transactions to the relevant Sub-Fund and will be consistent with the relevant Sub-Fund s investment objective in terms of risk and return. Execution of trades. Prior to each trade, we will ensure that the intended trade will comply with the stated investment objective, focus, approach and restrictions (if any) of the relevant Sub-Fund, and that best execution and fair allocation of trades are done. Our middle office department will conduct periodic checks to ensure compliance with the investment objective, focus, approach and restrictions (if any) of the relevant Sub-Fund. If there is any non-compliance, our middle office department is empowered to instruct the relevant officers to rectify the same. Any non-compliance will be reported to higher management and monitored for rectification. Liquidity. If there are any unexpectedly large realisations of Units in a Sub-Fund, it is possible that the assets of the Sub-Fund may be forced to be liquidated at below their fair and expected value, especially in illiquid public exchanges or over-the-counter markets. We will ensure that a sufficient portion of each Sub-Fund will be in liquid assets such as cash and cash-equivalents to meet expected realisations, net of new subscriptions. Counterparty exposure. A Sub-Fund may have credit exposure to counterparties by virtue of positions in FDIs and other financial instruments held by that Sub-Fund. To the extent that a counterparty defaults on its obligations and the relevant Sub-Fund is delayed or prevented from exercising its rights with respect to the investments in its portfolio, it may experience a decline in the value of its assets and in its income stream and incur extra costs associated with the exercise of its financial rights. Subject to the provisions of the Code, we will restrict our dealings with counterparties to entities that have a minimum long-term issuer credit rating of above BB+ by Standard and Poor s, 8

19 an individual rating of above C or viability ratings of above bbb by Fitch Inc., a baseline credit assessment of above a3 by Moody s Investors Service or an equivalent rating from any other reputable rating agency. If any approved counterparty fails this criterion subsequently, we will take steps to unwind the relevant Sub-Fund s position with that counterparty as soon as practicable. (v) (vi) Volatility. To the extent that a Sub-Fund has exposure to FDIs that allow a larger amount of exposure to a security for no or a smaller initial payment than the case where the investment is made directly into the underlying security, the value of the relevant Sub-Fund s assets will have a higher degree of volatility. A Sub-Fund may use FDIs for hedging purposes to reduce the overall volatility of the value of its assets. At the same time, we will ensure that the global exposure of each Sub-Fund to FDIs and embedded FDIs will not exceed the NAV of that Sub-Fund, as stated in sub-paragraph (b) above. Valuation. A Sub-Fund may have exposure to over-the-counter FDIs that are difficult to value accurately, particularly if there are complex positions involved. We will ensure that independent means of verifying the fair value of such instruments are available, and will conduct such verification at an appropriate frequency. (d) (e) (f) We will ensure that the risk management and compliance procedures and controls adopted by us are adequate and have been implemented, and that we have the necessary expertise to control and manage the risks relating to the use of FDIs. We may modify the risk management and compliance procedures and controls as we deem fit and in the interests of each Sub-Fund, but subject always to the requirements under the Code. Each Sub-Fund may net its over-the-counter derivative positions with a counterparty through bilateral contracts for novation or other bilateral agreements with the counterparty, provided that such netting arrangements satisfy the relevant conditions described in the Code. Where any Sub-Fund uses or invests in FDIs on commodities, all such transactions shall be settled in cash at all times. 6. FEES AND CHARGES 6.1 The fees and charges payable by you and payable out of each Sub-Fund are as follows: Payable by you Subscription fee Currently 5%; maximum 5%. Realisation charge Currently nil; maximum 2%. Switching Fee (1) Currently 1%; maximum 2%. Payable out of each Sub-Fund to the Managers, the Trustee and other parties Management fee EM Bond Fund Class A: Currently 1.75% p.a.; maximum 2% p.a. Class B: Currently up to 2% p.a.; maximum 2% p.a. EM LCY Bond Fund (all Classes) Currently 1.25% p.a.; maximum 2.50% p.a. Trustee fee Currently not more than 0.05% p.a. (subject always to a minimum of S$5,000 p.a.); maximum 0.20% p.a. Registrar and transfer agent fee 0.125% p.a. (subject to a minimum of S$15,000 p.a. and a maximum of S$25,000 p.a.). Valuation and accounting fee EM Bond Fund Currently 0.08% p.a.; maximum 0.2% p.a. EM LCY Bond Fund Currently 0.125% p.a.; maximum 0.2% p.a. 9

20 Audit fee, custodian fee (2), transaction costs (3) and other fees and charges (4) Subject to agreement with the relevant parties. Each fee or charge may amount to or exceed 0.1% p.a., depending on the proportion that it bears to the NAV of the relevant Sub-Fund. Based on the audited accounts and the average NAV of the relevant Sub-Fund for the financial year ended 30 June 2017: EM Bond Fund Audit fee: less than 0.1%. Custodian fee: less than 0.1%. Transaction costs: less than 0.1%. Other fees and charges: less than 0.1%. EM LCY Bond Fund Audit fee: 0.191%. Custodian fee: less than 0.1%. Transaction costs: less than 0.1%. Other fees and charges: 0.153%. (1) If you switch your Units to units of another fund managed by us ( New Fund ), we will charge you the Switching Fee instead of the subscription fee for the New Fund. If the subscription fee for the New Fund is more than the Switching Fee, you are effectively receiving a discount on the New Fund s subscription fee. (2) Under the Deed, the custodian fee for EM Bond Fund is subject to a maximum of 0.25% per annum of the NAV of EM Bond Fund, exclusive of any GST. (3) Transaction costs (which do not include the transaction fees mentioned below) include all expenses relating to the purchase and sale of financial instruments. (4) Other fees and charges may include transaction fees payable to the custodian (the amount of which will depend on the number of transactions carried out and the place at which such transactions are effected and, in the case of EM Bond Fund, not to exceed US$50 per transaction), printing costs, account and professional fees, GST and other out-of-pocket expenses. 6.2 As required by the Code, all marketing, promotional and advertising expenses in relation to a Sub-Fund will not be paid from the Deposited Property of that Sub-Fund. 6.3 Any subscription fee and realisation charge will be retained by us for our own benefit and will not form part of the Deposited Property of the relevant Sub-Fund. All or part of the subscription fee may also be paid to or retained by our authorised agents or distributors. We will also pay any other commission, remuneration or sum payable to such authorised agents or distributors in respect of the marketing of Units. Moreover, the authorised agents and distributors through whom you subscribe for Units may (depending on the specific nature of services provided) impose other fees and charges that are not disclosed in this Prospectus, and you should check with the relevant agent or distributor on such fees and charges, if any. 6.4 We may at any time differentiate between investors as to the amount of the subscription fee, realisation charge, Switching Fee and other charges (if any) payable to us upon the issue, realisation or switch of Units, or apply such discounts or waivers as we think fit (provided that such discounts will be borne by us and not by the relevant Sub- Fund). 7. RISKS 7.1 General risks (a) (b) (c) You should consider and satisfy yourself as to the risks of investing in the Sub-Funds. Generally, some of the risk factors you should consider are market risks, interest rate risks, derivatives risks, underlying risks, counterparty credit risks, default risks, foreign exchange risks, liquidity risks and exceptional market conditions risks. You should be aware that the price of Units and the income accruing from them may fall or rise and you may not get back your original investment. There is no guarantee that the investment objectives of the Sub- 10